28th Apr 2017 07:00
R.E.A. Holdings plc (RE.) R.E.A. Holdings plc: Annual report in respect of 2016 28-Apr-2017 / 07:00 GMT/BST Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. R.E.A. HOLDINGS PLC (the 'company') ANNUAL FINANCIAL REPORTThe company's annual report for the year ended 31 December 2016 (including notice of the annual general meeting to be held on 13 June 2017) (the 'annual report') will shortly be available for downloading from the company's web site at www.rea.co.uk. Upon completion of bulk printing, copies of the annual report will be despatched to persons entitled thereto and will be submitted to the National Storage Mechanism to be made available for inspection at www.hemscott.com/nsm.do The sections below entitled 'Chairman's statement', 'Dividends', 'Risks and uncertainties', 'Viability statement', 'Going concern' and 'Directors' confirmation of responsibility' have been extracted without material adjustment from the annual report. The basis of presentation of the financial information set out below is detailed in note 1 of the notes to the financial statements below.HIGHLIGHTS Financial - Adoption of amended IAS 41, effective 1 January 2016, on biological assets has impacted 2016 profits due to a new additional depreciation charge and the elimination of fair value gains; 2015 comparatives restated to reflect the change with reduction in results before tax of $23.8 million - Revenues of $79.3 million (2015: $90.5 million), reflecting lower production following two year severe dry period - Firmer CPO prices, continued focus on costs and exchange gains limiting the impact of lower production: loss before tax of $9.3 million (2015: $12.2 million) - Net new investment of $31.6 million (2015: $34.8 million) - Permanent capital base to support extension planting programme strengthened by $27.0 million, net of expenses, from combination of acquisition by DSN group of 15 per cent in the REA Kaltim group and cash placing of 3.7 million new ordinary shares - Debt maturity profile improved by exchange of $13.8 million of 2017 dollar notes for new 2022 dollar notes, repackaging of Indonesian bank loans and new funding of $14.4 million to refinance maturing debt from combination of sale of 2020 sterling notes held in treasury and loans from the DSN group Agricultural operations - Crop of FFB 468,371 tonnes (2015: 600,741 tonnes); CPO production of 127,697 tonnes (2015: 161,844 tonnes) - Extraction rates averaged 22.8 per cent (2015: 22.2 per cent) despite impact on FFB quality of disruptions to harvesting and transportation caused by heavy rainfall in final quarter - Significant progress with new development: over 5,700 hectares of new land planted and a further 1,500 prepared for planting - Reliability of mill operations benefiting from recent extensive refurbishment programme and enhanced security systems - New enhanced fertiliser regime targeted at mature areas initiated Stone and coal operations - Long term arrangements agreed for purchasing crushed stone for own use in hardening roads and other infrastructure and for sale to third parties - Agreements reached for resumption of coal operations at the coal concession near Kota Bangun Sustainability - Renewable energy from methane capture plants supplying 26 local villages and making an increasing contribution as household take up continues to grow - RSPO recertification audits competed satisfactorily; ISCC renewals in process - Completion of new estate school and new housing at KMS - Completion of five village water treatment community development projects - REA Kaltim awarded Class 1 status by the regional governor following assessment of local plantation companies, based on operational, social and environmental criteria CHAIRMAN'S STATEMENTThe accompanying financial statements for 2016 incorporate a significant change in accounting policies in accordance with the amendment of IAS 41 Agriculture effective 1 January 2016. The amendment means that bearer plants are no longer carried as biological assets at fair value but are instead accounted for as property, plant and equipment, and are depreciated. The 2015 financial statements have been restated to reflect the change. The effect has been to reduce the previously reported profit before tax for 2015 by $23.8 million and, whilst the comparable reduction for 2016 has not been computed, it is most probably even higher given the likely benefit to the fair value of what were formerly biological assets from the sizeable extension planting achieved in 2016. As a result, with margins already reduced by lower production, and despite improved crude palm oil ('CPO') prices, the group incurred a loss before taxation for the year, albeit reduced from the restated loss of the preceding year. Total revenue for the year amounted to $79.3 million, compared with $90.5 million in 2015; at the operating level, the group incurred a loss of $5.0 million for the year, compared with a restated loss of $6.6 million in 2015. Firmer CPO prices in 2016 as well as continued focus on cost controls restricted the loss before tax in 2016 to $9.3 million compared with a restated loss of $12.2 million in 2015. As previously reported, the group's lower production mirrored the production experience reported by many other oil palm plantations in East Kalimantan and several other areas of South East Asia and is attributed to the severe dry periods experienced in both 2014 and 2015. The group's cropping rates started to recover from September onwards, but heavy rainfall in November and December disrupted collection, which meant that production in the final months of the year fell short of crop availability as not all crop could be recovered. Oil quality was also affected. Whilst the change in precipitation is positive for future productivity, such a dramatic increase after a prolonged period of drought, with average rainfall in 2016 more than 60 per cent higher than in 2015, had a short term negative impact on conditions for both harvesting and transportation. With the easing of the rains, essential repairs to, and hardening of, estate roads have become feasible and these should progressively benefit production as the current year progresses. Fresh fruit bunches ('FFB') harvested in 2016 amounted to some 468,000 tonnes compared with 601,000 tonnes in 2015. Smallholder and other third party FFB purchased by the group also fell short of 2015 levels at 98,000 tonnes compared with 139,000 tonnes in the previous year. CPO production amounted to 128,000 tonnes compared with 162,000 tonnes in 2015, while CPO extraction rates averaged 22.8 per cent compared with 22.2 per cent in 2015. Extraction rates in 2016 would have been higher were it not for the impact on FFB quality of the disruptions to harvesting and transportation in the last part of the year. The CPO price, CIF Rotterdam, edged steadily upwards through 2016 from an opening price of $570 per tonne to close at $801 per tonne but has since fallen back and currently stands at $710 per tonne. Whilst there is an expectation of better CPO production in 2017, soybean oil production may be constrained by a relatively weak market for soya meal so that, with vegetable oil and CPO stocks much depleted following the poor harvests of 2016, there is a reasonable prospect that prices will stabilise at above the $700 per tonne level during the second half of 2017. Through PLN, the Indonesian state electricity company, the group now supplies power to 26 villages and sub-villages surrounding the estates. Revenue from electricity generated from the group's two methane capture plants amounted to some $563,000 in 2016, compared with $233,000 in the first eight months of operation in 2015. Excellent progress was made with the group's extension planting programme in 2016, following completion of the bunding and construction of the water gates to control the flood prone lower lying areas of PT Putra Bongan Jaya ('PBJ'). A total of 5,758 hectares were planted during the year and a further 4,000 hectares of plantings are planned for 2017. The latter programme will require extension of existing bunding into the northern section of PBJ and new bunding along the southern boundary of PT Cipta Davia Mandiri ('CDM'). Work on this additional bunding is already well in hand. As reported previously, in December 2016, PT Dharma Satya Nusantara Tbk ('DSN') completed its acquisition of a 15 per cent interest in the group's principal operating subsidiary in Indonesia, PT REA Kaltim Plantations ('REA Kaltim'). In addition, the DSN group has provided loans to the REA Kaltim group. DSN's investment and provision of loans will help to finance the group's extension planting programme and accords with the long-held intention of increasing Indonesian participation in the group. The group successfully addressed several key elements of funding that were highlighted in the 2015 annual report. Specifically, the group issued new US dollar denominated notes maturing in 2022 by way of an exchange offer to existing 2017 dollar noteholders to extend the maturity of $13.8 million and latterly issued 3.7 million ordinary shares by way of a placing to raise some £10.5 million. In addition, £1.5 million of 2020 sterling notes held in treasury were sold by a group subsidiary and Indonesian bank loans were repackaged so as to extend the maturities and significantly reduce nearer term repayments under the existing facilities. Under fresh agreements recently reached with third parties, operations at the group's coal concession near Kota Bangun are expected to resume shortly following dewatering of the concession area. Under these agreements, the group should receive a steady cash flow based upon the prevailing coal prices but with an agreed floor. Previously reported negotiations with another third party in relation to the Liburdinding concession proved abortive but the group is continuing to hold discussions regarding this concession with several potentially interested parties. The group is also continuing to review options for developing suitable road access to the group's andesite stone concession. This will be a necessary preliminary to commencing extraction operations. Previous discussions with potential strategic investors have not been renewed pending the outcome of such review. Arrangements have been agreed, however, in respect of a limestone deposit adjacent to PBJ. These arrangements will provide the group with the crushed stone required for infrastructure in the agricultural operations and other construction programmes, as well as for sale to third parties. Revenue from these recent developments in the stone and coal operations will provide a useful addition to the group's cash flow. However, depending upon the level of CPO prices and operational performance during the remainder of 2017, some further funding may be required to enable the group to continue its expansion programme at the speed that it would like. Accordingly, the group is actively engaged in discussions to obtain new longer term debt financing to replace, or replace in part, the remaining component of the group's maturing sterling and dollar notes that has not yet been refinanced. The directors are optimistic of a successful outcome to these discussions. In view of the financial performance in 2016, the directors have not declared, or recommended the payment of any ordinary dividend in respect of the year. Provided that crops continue to recover as expected and prices for the group's produce are maintained around current levels, the directors will consider recommending the payment of a final ordinary dividend in respect of 2017. Following the resignation of Mark Parry, I would like to welcome Carol Gysin as the company's new managing director. Carol has worked for the group for over eight years and is very familiar with its operations. Further, I also welcome Michael St Clair-George who joined the board in October 2016 as the senior independent non-executive director and chairman of both the audit and remuneration committees. Michael has over 40 years' experience in the plantation and agribusiness industries in Malaysia and Indonesia. Looking ahead, the recent return to more normal levels of rainfall, allowing harvesting rounds gradually to improve and renovation and repairs to the estate roads to become fully effective, should see both harvesting and production levels increase. With extraction rates expected to improve further, an increasing hectarage of mature plantings and CPO prices that could well remain around current levels, a significant improvement in revenues should be possible. This and the continuing development of the group's land bank, coupled with further progress in the stone and coal operations, should lead to enhanced shareholder value. DIVIDENDS The fixed semi-annual dividends on the 9 per cent cumulative preference shares that fell due on 30 June and 31 December 2016 were duly paid. In view of the difficult conditions that faced the group during 2016, the directors have concluded that, as previously announced, they should not declare or recommend the payment of any dividend on the ordinary shares in respect of 2016. The group's programme of planting its land bank remains ongoing. This will continue to require major capital expenditure and constrain the rates at which the directors feel that they can prudently declare, or recommend the payment of, ordinary dividends over the next few years. Nevertheless, the directors will consider recommending the payment of a final ordinary dividend in respect of 2017, although this will necessarily depend upon crops and CPO prices over the balance of 2017.ANNUAL GENERAL MEETING The fifty-seventh annual general meeting of R.E.A. Holdings plc will be held at the London office of Ashurst LLP at Broadwalk House, 5 Appold Street, London EC2A 2HA on 13 June 2017 at 10.00 am. RISKS AND UNCERTAINTIESThe group's business involves risks and uncertainties. Identification, assessment, management and mitigation of the risks associated with environmental, social and governance matters forms part of the group's system of internal control for which the board of the company has ultimate responsibility. The board discharges that responsibility as described in 'Corporate governance' in the annual report. Those risks and uncertainties that the directors currently consider to be material are described below. There are or may be other risks and uncertainties faced by the group that the directors currently deem immaterial, or of which they are unaware, that may have a material adverse impact on the group. Material risks, related policies and the group's successes and failures with respect to environmental, social and governance matters and the measures taken in response to any failures are described in more detail under 'Sustainability' in the annual report. Where risks are reasonably capable of mitigation, the group seeks to mitigate them. Beyond that, the directors endeavour to manage the group's finances on a basis that leaves the group with some capacity to withstand adverse impacts from identified areas of risk but such management cannot provide insurance against every possible eventuality. Risks assessed by the directors as being of particular significance are those detailed below under climatic and other operational factors, produce prices and funding. In the case of climatic and other operational factors and produce prices, the directors' assessment reflects the negative impact on revenues that could be caused by adverse climatic conditions or operational circumstances and, in the case of funding, the possibility that the group's expansion programme might have to be curtailed.
The directors have also considered the implications of the notice given to terminate UK membership of the European Union in the context of the group and its operations. Any ensuing weakness of sterling will positively impact the group as its operations are essentially dollar denominated and costs incurred and liabilities recognised in sterling will be reduced in dollar terms. Any reduction in UK interest rates may negatively impact the level of the technical provisions of the REA Pension Scheme by, given the Scheme's estimated funding position and having regard to the performance of the assets, the directors do not expect that the impact will be material in the context of the group. VIABILITY STATEMENT The group's business activities, together with the factors likely to affect its future development, performance and position are described in the 'Strategic report' in the annual report which also provides (under the heading 'Finance') a description of the group's cash flow, liquidity and financing adequacy and treasury policies. In addition, note 23 to the consolidated financial statements includes information as to the group's policy, objectives and processes for managing capital, its financial risk management objectives, details of financial instruments and hedging policies and exposures to credit and liquidity risks. The 'Risks and uncertainties' section of the Strategic report describes the material risks faced by the group and actions taken to mitigate those risks. In particular, there are risks associated with the group's local operating environment and the group is materially dependent upon selling prices for crude palm oil ('CPO') and crude palm kernel oil over which it has no control. As respects funding risk, the group has material indebtedness, in the form of bank loans and listed notes. Some $3.1 million of bank term indebtedness falls due for repayment during 2017, and a further $25.5 million of revolving working capital lines fall due for renewal during the same period. In addition, $20.2 million of dollar notes fall due for repayment in June 2017 and £8.3 million of sterling notes in December 2017. In 2018 and 2019 bank term loans of $6.0 million and $12.9 million respectively fall due for repayment and $31.3 million of a committed revolving bank line falls due for renewal. A further £31.9 million ($38.9 million) sterling notes will become repayable in August 2020. In view of the material proportion of the group's indebtedness falling due in the period to 31 December 2020, as described above, the directors have chosen this period for their assessment of the long-term viability of the group. In April 2017, PT Dharma Satya Nusantara Tbk, the non-controlling shareholder in PT REA Kaltim Plantations ('REA Kaltim'), provided further loans of $16.6 million to REA Kaltim's plantation subsidiaries. The group continues in discussions to refinance, with longer term debt, indebtedness falling due in 2017 and 2018. Furthermore, the directors have no reason to believe that the revolving working capital facilities falling due in 2017 and 2019 will not be rolled over when these facilities fall due for renewal. Limited further capital expenditure will be required on the group's mills until construction is commenced on the fourth mill. This is scheduled for 2018 but could be postponed if cash constraints so require. In 2020 consideration will be given to proposals to the holders of the sterling notes to refinance these with securities of longer duration. The group holds in treasury $9.9 million of dollar notes 2022 which it acquired in the placing in December 2016; the group plans to sell these over time as market conditions permit. Should funding be required pending completion of any of the debt financing initiatives, the group will seek to place for cash a limited number of ordinary and/or preference shares, authority for which will be sought as and when appropriate. The directors fully expect that the foregoing measures will refinance, or permit the group to repay, the group indebtedness falling due for repayment during the period of assessment. As the benefits of recent improvements in operational efficiencies start to flow through, with CPO prices likely to remain at current better levels, the group's plantation operations can be expected to generate increasing cash flows going forward. Operations are expected to restart shortly at one of the group's coal concessions and to commence at a new stone deposit. Together these are expected to result in increasing cash flow. Based on the foregoing and after making enquiries, the directors therefore have a reasonable expectation that the company and the group have adequate resources to continue in operational existence for the period to 31 December 2020 and to remain viable during that period. GOING CONCERN The business risks are set out in the Strategic report with an indication of those risks regarded by the directors to be potentially significant together with mitigating and other relevant considerations for the management of risks. The financing policies are described in the Strategic report and the 2016 developments relating to capital structure are contained in the 'Finance' section of the strategic report under 'Capital structure'. The directors have set out their assessment of liquidity and financing adequacy in the strategic report including the actions either in progress or contemplated in order to ensure adequate liquidity for the next twelve months. Accordingly, having made due enquiries, the directors reasonably expect that the company and the group have adequate resources to continue in operational existence for at least twelve months from the date of approval of the financial statements, and therefore they continue to adopt the going concern basis of accounting in preparing the financial statements. DIRECTORS' CONFIRMATION OF RESPONSIBILITY The directors are responsible for the preparation of the annual report. To the best of the knowledge of each of the directors: * the financial statements, prepared in accordance with International Financial Reporting Standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole;* the 'Strategic report' section of the annual report includes a fair review of the development and performance of the business and the position of the company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and* the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the company's performance, business model and strategy. The current directors of the company and their respective functions are set out in the 'Board of directors' section of the annual report. CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2016
* restated - see Accounting policies (group) in the annual report. CONSOLIDATED BALANCE SHEET AT 31 DECEMBER 2016
* restated - see Accounting policies (group) in the annual report. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFOR THE YEAR ENDED 31 DECEMBER 2016
* restated - see Accounting policies (group) in the annual report. CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED 31 DECEMBER 2016
* restated - see Accounting policies (group) in the annual report. CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2016
* Net of capitalised depreciation and amortisation NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of preparation The accompanying financial statements and notes 1 to 14 below (together the 'accompanying financial information') have been extracted without material adjustment from the financial statements of the group for the year ended 31 December 2016 (the '2016 financial statements '). The auditor has reported on those accounts; the reports were unqualified and did not contain statements under sections 498(2) or (3) of the Companies Act 2006. Copies of the 2016 financial statements will be filed in the near future with the Registrar of Companies. The accompanying financial information does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006 of the company. Whilst the 2016 financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') as adopted by the European Union as at the date of authorisation of those accounts, the accompanying financial information does not itself contain sufficient information to comply with IFRS. The 2016 financial statements and the accompanying financial information were approved by the board of directors on 27 April 2017. 2. Revenue
* restated - see Accounting policies (group) in the annual report. 3. Segment informationIn the table below, the group's sales of goods are analysed by geographical destination and the carrying amount of net assets is analysed by geographical area of asset location. The group operates in two segments: the cultivation of oil palms and stone and coal operations. In 2016 and 2015, the latter did not meet the quantitative thresholds set out in IFRS 8 'Operating segments' and, accordingly, no analyses are provided by business segment.
* restated - see Accounting policies (group) in the annual report.4. Agricultural produce inventory movementThe net gain/(loss) arising from changes in fair value of agricultural produce inventory represents the movement in the fair value of that inventory less the amount of the movement in such inventory at historic cost (which is included in cost of sales). 5. Administrative expenses
6. Finance costs
Amounts included as additions to property, plant and equipment and construction in progress arose on borrowings applicable to the Indonesian operations and reflected a capitalisation rate of 22.0 per cent (2015: 27.3 per cent); there is no directly related tax relief.7. Tax
* restated - see Accounting policies (group) in the annual report. Taxation is provided at the rates prevailing for the relevant jurisdiction. For Indonesia, the current and deferred taxation provision is based on a tax rate of 25 per cent (2015: 25 per cent) and for the United Kingdom, the taxation provision reflects a corporation tax rate of 20 per cent (2015: 20.25 per cent) and a deferred tax rate of 19 per cent (2015: 20 per cent). 8. Loss per share
* restated - see Accounting policies (group) in the annual report.** being net loss attributable to ordinary shareholders 9. Dividends
10. Property, plant and equipment
The depreciation charge for the year includes $313,000 (2015: $233,000) which has been capitalised as part of additions to plantings. In accordance with the amendments to IAS 41: Agriculture and IAS 16: Property, plant and equipment, the assets previously disclosed as 'Biological assets' have been transferred as follows. Growing produce, which is still classified as a biological asset, is now disclosed in current assets. As regards the balance, the group has adopted, as permitted by the amended provisions of IAS 41, the fair value as at 31 December 2014 as deemed cost. The assets concerned comprise oil palm trees, nurseries and the field infrastructural improvements relating to the planting of trees. This balance of deemed cost has been allocated by separating the infrastructural improvements at estimated depreciated current cost and treating the remaining balance as attributable to the oil palm trees (plantings). At the balance sheet date, the book value of finance leases included in property, plant and equipment was $nil (2015: $nil). At the balance sheet date, the group had entered into contractual commitments for the acquisition of property, plant and equipment amounting to $1.4 million (2015: $1.2 million). At the balance sheet date, property, plant and equipment of $298.6 million had been charged as security for bank loans.11. Issuance of equity securitiesChanges in share capital:* On 20 December 2016 3,670,000 ordinary shares were issued, credited as fully paid, by way of placing at £2.95 per share (total consideration £10.8 million - $13.4 million) to Mirabaud Pereire Nominees Limited and Emba Holdings Limited (a related party). The middle market price at close of business on 14 December 2016 (being the date at which the terms of issue were fixed) was £2.9412. Movement in net borrowings
13. Related partiesTransactions between the company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions between the company and its subsidiaries are dealt with in the company's individual financial statements. The remuneration of the directors, who are the key management personnel of the group, is set out below in aggregate for each of the categories specified in IAS 24 'Related party disclosures'.
As described in note 11 above, ordinary shares were placed with Emba Holdings Limited on 20 December 2016.14. Events after the reporting periodThere have been no material post balance sheet events that would require disclosure or adjustment to these financial statements. Press enquiries to:R.E.A. Holdings plcTel: 020 7436 7877 |
Language: | English |
ISIN: | GB0002349065 |
Category Code: | ACS |
TIDM: | RE. |
OAM Categories: | 1.1. Annual financial and audit reports |
Sequence No.: | 4116 |
End of Announcement | EQS News Service |
568567 28-Apr-2017
UK-Regulatory-announcement transmitted by DGAP - a service of EQS Group AG.The issuer is solely responsible for the content of this announcement.
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